FY2012-09 Solid Waste Disposal Revenue Bonds Counsel Services64MWT�V-oI� -0 ?
WOHLFORTH I BRECHT I CARTLEDGE I BROOKING
A PROFESSIONAL CORPORATION
Julius J. Brecht TELEPHONE
Cheryl Rawls Brooking ATTORNEYS AT LAW 907.276.6{01
Cynthia L. Cartledge
Michael Gatti 900 WEST 5TH AVENUE, SUITE 600 FACSIMILE
Clyde W. Hutchins Jr. 907.276.5093
Leila R. Kimbrell ANCHORAGE, ALASKA 99501.2048
Eric E. Wohlforth WEBSITE
WWW.AKATTY.COM
July 6, 2011
Kodiak Island Borough
Attn Rick Gifford, Borough Manager
710 Mill Bay Road
Kodiak, AK 99615
Re: Agreement for Bond Counsel Services; Solid Waste Disposal Revenue
Bonds, 2011
Dear Rick:
Thank you for selecting Wohlforth, Brecht, Cartledge & Brooking to provide bond
counsel services. The purpose of this engagement letter is to set forth certain matters
concerning the services we will perform as bond counsel to the Kodiak Island Borough
(the "Borough") in connection with the issuance of the Borough's bonds identified
above.
SCOPE OF ENGAGEMENT
We expect to perform the following duties with regard to issuance of the bonds:
1. Subject to the completion of proceedings to our satisfaction, render our
legal opinion (the "Bond Opinion") regarding the validity and binding effect of the bonds,
the source of payment and security for the bonds, and the excludability of interest, if
applicable, on the bonds from gross income for federal and State of Alaska income tax
purposes.
2. Prepare and review documents necessary or appropriate to the
authorization, issuance and delivery of the Borough's bonds, coordinate the
authorization and execution of such documents.
3. Assist the Borough in seeking from other governmental authorities such
approvals, permissions and exemptions as we determine are necessary or appropriate
in connection with the authorization, issuance and delivery of the Borough's bonds,
except that we will not be responsible for any required blue sky filings.
4. Review legal issues relating to the structure of the bond issue.
July 6, 2011
Page 2 of 4
5. Review those sections of the official statement, private placement
memorandum or other form of offering or disclosure document to be disseminated in
connection with a sale of the bonds involving authority for the bonds, legal opinion, and
tax exemption.
6. Draft the continuing disclosure undertaking of the Borough.
7. Subsequent to Closing, we will mail the appropriate 8038 Internal
Revenue Service Form, and prepare and distribute to the participants in the transaction
a transcript of the proceedings pertaining to the Borough's bonds.
Our opinion (the "Bond Opinion") for the bonds will be addressed to the Borough
and will be delivered by us on the date the bonds are exchanged for their purchase
price (the "Closing").
The Bond Opinion will be based on facts and law existing as of its date. In
rendering our Bond Opinion, we will rely upon the certified proceedings and other
certifications of public officials and other persons furnished to us without undertaking to
verify the same by independent investigation, and we will assume continuing
compliance by the Borough with applicable laws relating to the bonds. We will rely on
you to provide us with complete and timely information on all developments pertaining
to any aspect of the bonds and their security. We understand that you will direct
members of your staff and other employees of the Borough to cooperate with us in this
regard. In rendering our Bond Opinion, we will expressly rely upon certifications
provided by Borough employees on behalf of the Borough.
The Borough is our client and an attorney-client relationship exists between us.
We assume that all other parties will retain such counsel as they deem necessary and
appropriate to represent their interests in each bond transaction.
will serve as your primary attorney contact in this matter. The lead secretary
will be Tara Moore. Other attorneys and staff are available as needed.
As you are aware, Cindy Cartledge of our office represents the Alaska Municipal
Bond Bank as bond counsel. We do not believe such representation will adversely
affect our ability to represent you as provided in this letter, because such matters are
not adverse to our representation of you, and the potential for adversity is remote or
minor. Execution of this letter will signify the Issuer's consent to our representation and
waiver of any potential conflicts consistent with the circumstances described in this
paragraph.
July 6, 2011
Page 3 of 4
FEES
Based upon: (i) our current understanding of the terms, structure, size and
schedule of the financing represented by the Bonds, (ii) the duties we will undertake
pursuant to this engagement letter; (iii) the time we anticipate devoting to the financing;
(iv) the responsibilities we will assume in connection therewith; and (v) our valued
relationship with the Borough; our fee will be $7,500. Our fee may vary if material
changes in the structure or schedule of the financing occur, or if other unusual or
unforeseen circumstances arise which require a significant change in our time or
responsibility. If, at any time, we believe that circumstances require an adjustment of
our original fee estimate, we will advise you and prepare and provide to you an
amendment to this engagement letter. In addition to the fee amount, we will expect to
be reimbursed for all client charges made or incurred on your behalf, such as travel
costs, photocopying, deliveries, long distance telephone charges, telecopier charges,
filing fees, computer-assisted research and other expenses. Our fee is usually paid at
the Closing, and we customarily do not submit any statement until the Closing unless
there is a substantial delay in completing the financing.
RECORDS
At your request, papers and property furnished by you will be returned promptly
upon receipt of payment for outstanding fees and client charges. Our own files,
including lawyer work product, pertaining to each transaction will be retained by us. For
various reasons, including the minimization of unnecessary storage expenses, we
reserve the right to dispose of any documents or other materials retained by us in
accordance with our records retention procedures.
If the foregoing terms are acceptable to you, please so indicate by returning the
enclosed copy of this letter agreement, dated and signed by an authorized officer,
retaining the original for your files. We look forward to working with you.
Sincerely,
WOHLFORTH, BRECHT,
CARTLEDGE & BROOKING
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MDocs\4101010012 KIB Mngr re Solid Waste Dispo Rev Bond, 2011.docx
ACKNOWLEDGMENT AND CONSENT
The undersigned has reviewed the attached letter dated July 6, 2011, and agrees
that the law firm of Wohlforth, Brecht, Cartledge & Brooking provide legal services as
bond counsel in the manner set forth in that letter.
KODIAK ISLAND BOROUGH
ATTEST:
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